Untitled Texas Attorney General Opinion ( 1975 )

September 9, 1975
The Honorable Oscar H. Mauzy Opinion No. H-686
Chairman, Senate Education Committee
State Capitol Re: Legal status of Texas Student
Austin, Texas 78711 Publications Board.
Dear Senator Mauzy:
You have requested our opinion regarding the legal status of the Texas
Student Publications Board, and specifically whether the Board is a legal
entity and may employ an attorney.
In 1971, the officers and directors of Texas Student Publications, Inc.,
entered into a “Declaration of Trust” with the Board of Regents of the University
of Texas System, whereby all assets of Texas Student Publications, Inc., were
transferred in trust to the Board of Regents. The Declaration of Trust recited
that the operation of student publications at the University of Texas at Austin
would thereafter be under the cont:rol and jurisdiction of a Board of Operating
Trustees, which wou1.d in turn be subject to the ultimate control of the Board of
Regents. Texas Student Publications, Inc., filed Articles of Dissolution with
t.he Secretary of Stat,e, who granted a certificate of dissolution, effective October
1, 1971.
Article 1396-7. 12, V. T. C. S. s provides that the dissolution of a non-profit
corporation by the issuance of a certificate of dissolution by the Secretary of
State:
shall not take away or impair any remedy
available to or against such corporation, its
directors, officers, or members, for any
right, or claim existing, or any l,iability incurred,
prior to such dissolution if action or other pro-
ceeding thereon is commenced within three (3)
years after the date of such dissolution.
Thus, for the limited purposes set forth in article 1396-7. 12, Texas Student
Publications, Inc. , ceased to exist on October 1, 1974. For all other purposes,,
it ceased to exist on October 1, 1971. We therefore conclude that Texas Student
Publications, Inc. , does not presently exist as a legal entity. It has been
succeeded by the Board of Operating Trustees.
pn 2985
The Honorable Oscar H. Mauzy - Page 2 (H-686)
You also ask whether the Operating Trustees may employ an attorney.
The Declaration of Trust provides, inter alia:
No action of the Operating Trustees shall
have any force or effect unless included in
the minutes and until it has been approved
by the President of the University of Texas
at Austin . Article 19.
No budget or budget amendment adopted
by the Operating Trustees shall have any
force or effect until such budget or budget amend-
ment has been approved by the Board of Regents.
Article 20.
No expenditure shall be made by the Operating
Trustees unless it is made in accordance with and
pursuant to a budget item that has been previously
adopted by the Operating Trustees and approved by
the Board of Regents. Article 21.
. . .
. . . all funds utilized in the operations of
student publications are under the direct control
of an agency of the University, the Operating
Trustees . . . . Article 25.
According to the Declaration of Trust, the Operating Trustees may act only
with the approval of the President of the University of Texas at Austin, and may
make no expenditure except in accordance with a budgets item approved by the
Board of Regents. Furthermore, the Board of Operating Trustees is specifically
declared to be ‘Ian agency of the University. ” The clear language of the Declaration
of Trust leaves no doubt as to its meaning, and we are obliged to construe it as
written.
The cardinal rule in construing written in-
struments is to ascertain and give effect to the
intention of the parties, as expressed in the
language used by them. The instrument will be
enforced as written, no matter what the actual
int,ent,ion of t,he parties may have been, in the
absence of a showing of fraud, accident, or mis-
take. Cutrer v. Cur= 334 S. W. 2d 599, 606-07
(Tex. Civ. App. --San Antonio 1960), aff’d, 345
S. W. 2d 51.3 (Tex. Sup. 1961).
p. 2986
The Honorable Oscar H. Mauzy - Page 3 (H-686)
Accordingly, it is our opinion that the Board of Operating Trustees may
employ an attorney only with the approval of the Board of Regents and the
President of the University of Texas at Austin, a4 required by the Declaration
of Trust.
SUMMARY
Texas Student Publications, Inc., is no longer
a legal ent.ity. The Board of Operating Trustees
may not employ an attorney without the approval
of the Board of Regents and the President of the
University of Texas at Austin.
Attorney General of Texas
Opinion Committee
jad:
po 2987